The prior say-on-pay vote received only 41% support in 2024 — well below the 70% threshold that requires a No vote unless meaningful changes are made. However, Arlo took substantial and documented steps in response: the company conducted outreach with 16 of its largest institutional shareholders representing over 60% of shares, published a formal compensation program update via SEC filing in November 2024, converted the final cash retention tranche into performance stock awards with four rigorous vesting conditions (continuous service, 5 million paid subscribers, $300 million ARR, and 60% gross margin), committed to no future special retention awards, and pledged that all 2025 equity awards to executives will be entirely performance-based with multiple metrics. Pay mix is highly favorable — the company discloses that over 97% of the CEO's and approximately 93% of other executives' total compensation is variable and at-risk, and the company's stock has delivered approximately 219% total return since December 2022, substantially outperforming its peer group, demonstrating genuine pay-for-performance alignment. Given the material and credible structural changes made in direct response to shareholder feedback, a FOR vote is warranted despite the low prior-year result.

Deloitte was only appointed effective April 13, 2024, giving it approximately one year of tenure — far below the 25-year threshold that would raise independence concerns. Non-audit fees (tax fees of $135,366) represent approximately 4.1% of audit fees ($3,277,500), well below the 50% threshold that would signal an independence risk. Deloitte is a Big 4 firm fully adequate for a company of Arlo's size and complexity. No restatements or other disqualifying issues are disclosed.